Exhibit 31.2

                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Pam J. Halter, certify that:

1.       I have  reviewed  this annual  report on Form 10-KSB of Rub A Dub Soap,
         Inc.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report.

4.       I am responsible for establishing and maintaining  disclosure  controls
         and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
         the registrant and have:

         a.       Designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  our supervision,  to ensure that material information relating
                  to the Company,  including its consolidated  subsidiaries,  is
                  made known to us by others within those entities, particularly
                  during  the  period  in  which  this  annual  report  is being
                  prepared;

         b.       Evaluated  the  effectiveness  of  the  Company's   disclosure
                  controls  and  procedures  and  presented  in this  report our
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation.

5.       I  have  disclosed,   based  on  my  most  recent  evaluation,  to  the
         registrant's  auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions):

         a.       All  significant  deficiencies  in the design or  operation of
                  internal controls that could adversely affect the registrant's
                  ability to record,  process,  summarize  and report  financial
                  data and have  identified  for the  registrant's  auditors any
                  material weaknesses in internal controls; and

         b.       Any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

Date:  August 15, 2006               /s/ Pam J. Halter
                                    --------------------------------------------
                                    Pam J. Halter
                                    Vice President
                                    (Principal Financial and Accounting Officer)